


Air Pirates versus Zombies

by deadlegato



Category: Talespin (Cartoon)
Language: English
Status: Completed
Published: 2020-03-08
Updated: 2020-03-16
Packaged: 2021-02-28 19:47:12
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 7
Words: 14,724
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23072692
Author URL: https://archiveofourown.org/users/deadlegato/pseuds/deadlegato
Summary: When a zombie plague hits Cape Suzette, Baloo is forced to work with the air pirates to try to survive the zombie apocalypse and rescue Rebecca and Molly.
Kudos: 6





	1. Rip Van Winkle has nothing on me

The problem with finding an ideal place to nap was finding a place that was comfortable, convenient, AND that Rebecca was unlikely to find. Judging by the list of over 50 places to nap that she’d already found, this was a task easier said than done. Which is precisely why Baloo’s latest idea was an absolute genius: a waterproof sleeping bag, attached to the underside of the docks with a considerable amount of rope, tape, and just a little industrial glue that he’d “borrowed” from Khan Industries. It wasn’t the easiest thing to get into. Heck, it was damn hard to get into, but if it worked, it would absolutely be worth it. 

It almost did work, had Baloo considered the changes in water levels due to rough seas as stormy weather moved into the area. He woke up with an annoyed snort to cold water splashing directly in his face. He was annoyingly damp, but at the same time, surprisingly well rested. The downside was that he didn’t feel very well rested any more once he finally managed to wriggle out of the bag, crawl across the bottom of the dock, and flip himself up onto the right side without flipping himself directly into the water.

Once safely on the dock, he stood up and stretched his arms, smacking his lips together as he finished a yawn. The wind carried a strange hint of copper and smoke. It was unusually quiet, with only the sound of the storm wind blowing. Not many people came down to the docks, but even slightly distant from the city, he could usually hear more than eerie wind whistles. It was all just... too quiet. 

Or at least, that is what he would have noticed if he had been paying attention to anything other than plans for his next meal. When he finally turned around to face the city, he saw why he had been smelling smoke. His heart absolutely dropped into the soles of his feet as he ran up the dock as fast as his physique would allow. Several towers of black smoke were rising out of various parts of the city. 

The only sound continued to be the sounds of wind and his feet pounding on the wood as he sprinted down the boardwalk, now as awake as he had ever been. By the time he burst into the Higher for Hire office, he thought his racing heart might explode out of his chest. “Becky! Kit!? What’s going on? Are you all right? Is it pirates? Did the pirates attack?!” he called between gasps as he attempted to catch his breath. 

Baloo was met with more disturbing silence, but it was just that, only silence broken by the ticking of a wall clock. Things did not look particularly disturbed. No chairs were overturned, there were no spilled beverages, no half-eaten sandwiches left out, no paperwork scattered across the floor. 

He heard the creak of the front door behind him. He could feel the fur running along his back standing on edge, and he turned around not sure whether he should expect to see a friendly face or an angry pirate. Instead, he was surprised to see someone he had never met before. They were a bear in species, with pale green fur marked with a multitude of strange-looking black spots. Weirdly, his eyes were clouded over white. Baloo had seen eyes like that on a few older people. He knew it was a medical condition of the elderly, but he didn’t know the name of the causes. At that point, he didn’t care. The man looked as if he had just enjoyed a bunch of hot dogs, as there was something red dripped down his face and onto his chest. Which, he had to admit, as often as he could be seen in a similar condition... was pretty gross. 

“Excuse me, but I can’t take a customer right now. If you could wait-“

The man growled at Baloo like a feral animal, causing Baloo to stop mid-sentence. A mere moment later the man lunged forward, hands held up like claws, snapping his jaws like a mad piranha. Baloo barely managed to grab the broom to his right and bring it up in front of his face. The stranger clamped his jaws around the broom handle, arms flailing as it took all of Baloo’s strength to keep the man away. “He-hey, what’s are you doing? What’s wrong with you?!” he asked. The man was pushing hard enough at the broom that Baloo could feel his feet losing ground as he was pushed backwards along the floor. The man continued to growl and snarl, and one of his claws grazed Baloo’s shirt hard enough to leave a long scratch in the sleeve. 

Realizing this was now serious business, Baloo gave one huge push and managed to knock the stranger off balance, causing the man to collapse backwards onto the floor. The man was still flopping around like a fish out of water, drooling and spitting up a red frothy substance. Baloo decided he couldn’t wait to hear the man’s explanation. Fleeing outside, he slammed the door and pushed a huge barrel that Rebecca had been using as a flower planter up against it. Fortunately, that door opened outward, as he could hear the man inside pounding his fists against it and screaming. 

As he was panting, trying to catch his breath, his ears perked up and his entire body went cold when he heard someone growling behind him. He turned around to see a young female rabbit standing behind him, breathing equally as hard as he was. Her eyes were whited out the same as the man’s had been. Her hands were also curled into a claw-like position. Those same greasy black spots that he had seen on the other man blotted parts of her fur. “I don’t suppose you want to talk about this?” he asked.

Her answer was to let out a primal scream and rush at him. He fled, but he was not in shape to be doing a considerable amount of running. His run up the dock and fight with the man had already left him nearly breathless. That didn’t leave a lot of energy for another sprint. That especially didn’t leave a lot of energy for a sprint for your life. A combination of exhaustion and panic resulted in him tripping, going face-down on the board walk. Realizing there was no way he could get back up and out of the way in time, he covered his head with his hands, closed his eyes, and screamed “Not the face!”

At that moment, he heard a second set of footsteps running along the wooden boardwalk. There was a strange noise, one that he would later realize was the sound of metal moving rapidly through the air, and a horrific female scream that died into a gurgle. There was a thump, and he heard something roll down the boardwalk. When he finally lifted his hands away from his eyes, he found himself looking straight into the rabbit woman’s milky-white eyes.

He screamed once again, even though the act made his throat and lungs burn worse than they had before and skittered backwards doing an awkward crab walk. He almost fell off the side of the dock, barely managing to stop himself in time. It was then that he realized that the rabbit’s body was no longer attached to her head. When the sound of the pounding of his heart drained out of his ears enough to hear again, he realized he could hear someone else breathing heavy and intermittently coughing.

Standing next to the body was who had expected to see when he’d first saw the city on fire. Don Karnage had his hands on his knees, bent partially over, breathing heavily. The next thing Baloo immediately noticed was that Karnage had certainly seen better days. His clothing was torn in several places, including the entire left sleeve of his coat being missing and his arm wrapped instead of bandages. He was covered in what first appeared to be dirt, but Baloo would later realize was ash. 

“You… you killed her!” Of course, Baloo. Shout the obvious at the pirate who just decapitated someone in front of you. Real smart. Real, real smart.

Karnage opened his eyes and looked at Baloo with a mixture of coldness and amusement. “You are welcome,” he answered though his thick accent. “You may thank and praise me.” 

“THANK YOU? For cutting her head off!?”

He seemed to be ignoring Baloo’s angry shouts. With a confused tilt of his head, he took a few steps closer. “How is it that YOU, of all, survived this long?” 

“What are you talking about, you-“

“Captain!” another pirate shouted, running up out from behind one the buildings. A second pirate was following close at his heels. “Captain, we heard screaming, and-“ they both stopped so hastily that the second one collided into the first one’s back. “Is that- is that another survivor? I thought there weren’t any left!”

“Survivors? What is going on here? What did you DO?” Baloo demanded, reaching out and grabbing Karnage by the shoulder.

He simply returned a very tired look at Baloo and twisted sideways out of his grip. “We… did nothing.” 

“God did this. We’re being punished! This is the end times!” one of the younger pirates, ones Baloo had never seen before, wailed.

Karnage held up his hand and shook his head. “Stop. If the screaming brought us, it will bring them. We need to make our hasty exit.” 

“Them? What is going on? How did you get past the guns? What happened to the city?” he demanded, following the group of pirates down the docks to where a small speed boat was waiting. Baloo was surprised to see a boat and not a plane. They were decidedly ignoring his questions as they hastily scrambled into a smallish speed boat, tossing several sacks down that clanked with the sound of metal as they landed. That was immediately confusing to Baloo. Why weren’t they in planes? 

“Uh, captain? Are we… taking him with us?” one of the younger pirates asked, jabbing a thumb in Baloo’s direction.

“As much as I will to say no, I would not wish my worst enemy to die like this” he finally answered after a pause. It was genuinely one of the only times he had heard the proud narcissist sound outright defeated. “Get in the boat if you want to live.”

“Get in the boat?! With a bunch of pirates? I would rather-“ he wasn’t able to finish his thought, because he heard someone growling loudly. When he looked backward towards the shore, a group of white-eyed people were gathering. It was only then that he realized many of them were missing body parts, and a few even appeared to have their guts pouring out of their bodies. “I would-“ he tried to turn towards his own plane, but we could see the door was open, and two shambling creatures were coming out of it. “I would rather like that,” he changed his sentence, quickly jumping down with them. A moment later the engine roared to life, and they were skipping out across the bay and towards the cliffs.

They were silent until they got past the cliffs. One young pirate was operating the boat motor and steering, the other was on guard at the front. The one up front was praying in Latin. Karnage was sitting with his legs brought up this chest, and it once again chilled Baloo to see someone he had previously thought of as egotistically unbreakable looking so… surrendered. He was looking out at the water with an unfocused, thousand-mile stare. 

Baloo finally had to break the silence. “What is going on? What were those people? Why did you keep talking about survivors?”

“How is it possible you don’t know?” the pirate operating the motor asked. He was an older teen bear, with pale yellow fur and a red bandanna round his head. The other one seemed to be a dog of some kind, slightly older, with dark grey fur. 

“Yes, I have always known you were stupid… but how could you not know?” Karnage asked.

“KNOW WHAT?” he cried in frustration.

Karnage sighed deeply. “Four days ago…” he said distantly.


	2. Karnage tells a story

**Summary for the Chapter:**

> Karnage summarizes the zombie apocalypse for Baloo

Four days ago, the Air Pirates had been running maneuvers to test upgrades Rachet had made to the Iron Vulture. They’d been staying close to water, as they weren’t sure yet how well the modifications would work. This decision ended up saving their lives, although they couldn’t have known at the time.

Karnage had not been paying much attention to the maneuvers, as he had instead been working on his memoirs. He had spent the entire morning trying to decide on a title for it that would be worthy of his greatness. He was down to three choices when his thought pattern was interrupted by several loud bangs on his door. “Captain, captain! You need to get out here and see this!” Mad Dog was shouting on the other side of the door, his voice unusually panicked.

“This had better be worth my time…” he warned in a low voice.

He followed a crowd of panicked looking pirates to the front of the ship, where the main windshield was. Up in the sky, there was something glowing as it shot through the air. The light coming from it was so bright that even through the shield they had to shade their eyes with their hands. It was only visible for a few more moments before disappearing off in the direction of Cape Suzette. “What was that?” Dumptruck asked. “A bad omen?”

Karnage scoffed. “It’s just a shooting star. You are being the babies, afraid of a little-“

He didn’t get to finish his sentence, as a loud explosion in the air suddenly shook their ship violently, tossing the pirates around like the components of a salad. A moment later, every alarm in the entire ship seemed to be going off. The bells and sirens were borderline deafening.

“Captain, captain! We’ve lost all engines!”

“WHAT?”

“WE’VE LOST ALL ENGINES!”

“I HEARD YOU THE FIRST TIME. GET US DOWN, PREFERABLY IN THE ONE PIECES!!”

Here is where the decision to fly at low altitude accidentally saved their skins. Had they been higher up, they would have nose-dived straight into the water and sank like a rock. Because they were so low, they managed to hit flat at just the right angle to skip a few times over the surface of the water, before coming to a rest bobbing on the ocean waves. By that point, everything inside that wasn’t bolted down (pirates included) had been thrown into places it clearly did not belong. It had truly been one-hundred percent luck and zero-percent skill that they weren’t heading down to Davey Jones’ locker.”

“Is everyone alive? If you are not, say so now,” Karnage said, rubbing his head. Something had hit him sideways in the chaos, but he hadn’t managed to see what it was. “What happened?”

“I… I have no idea,” Rachet stuttered. “None of the engines are responding. Our navigation equipment is gone too. They’re all on individual power circuits and we have two separate fuel tanks. It shouldn’t be POSSIBLE to wipe out all of our engines at once.”

“Radio?” Karnage asked, not that it would really help. Air pirates couldn’t exactly just call for assistance. 

“There’s no power for anything,” he answered. 

“So we are the sitting gooses!?”

“Unfortunately, yes. I’m going up to the roof to see what the damage is.”

“I will go up to the roof and look first.” 

“Wait, captain, that’s too dangerous! We don’t know what happened yet. Let me go first…”

But Karnage being Karnage, he wasn’t listening. He was already halfway up the ladder to the hatch. He scoffed at their concerns. “PFfffft, Don Karnage fears nothing, especially not a little shooting star!” he answered, twisting the control valve and shoving the hatch open. 

The moment he did, he immediately regretted his decision. With a scream unlike anything the other pirates had ever heard from him, he released his grip on the hatch and violently recoiled backwards, fortunately causing the hatch to slam behind him. Of course, the pirates would not realize nor understand why keeping that hatch closed was so important until far later. He pushed away from it with such sudden force that he lost his grip on the ladder, falling a significant distance backwards. Fortunately, the jostling of the vulture had thrown a pile of rice in place to break his fall. When he landed he continued to scream, whine, and outright cry as he held his arm and rolled back and forth on the bags of rice. “It burns, it burns!” 

It took the other pirates a significant amount of time to hold their “brave” leader down enough to let the closest pirate they had to a medic look at it. Although, Karnage conveniently forgot to tell this part of the story in his recap. They ended up cutting his sleeve off at the shoulder and wrist, as he was too squirmy to do much more with. It was, to say the least, an unpleasant looking injury and it made them all glad for their captain’s impulsive need to always go everywhere first. “I... I think it’s a burn... but I’ve never seen a burn like that. It looks like a chemical burn. You should thank Lady Luck that you were wearing leather gloves, or you might have lost use of your hand.” He had been wearing the gloves to prevent ink from his writing getting on his fingers. Walking around stained with ink looked undignified for someone of his stature. 

By the time they’d finally gotten the injury treated and wrapped and used a shot of stolen morphine to chill their fearless leader out, the rest of the pirates had gathered to decide their next course of action. “If any military or police find us, we’re defenseless. Without going out there, I can’t tell what’s happening, and I’m sure not going out there any time soon after seeing what it did to the boss’ arm,” Rachet informed Mad Dog and Dumptruck, who as usual, were quibbling over who would lead while their captain was temporarily out of the loop. 

“If we have any good news, it’s that whatever brought us down doesn’t seem to have affected the internal electronics. Give me an hour or so to get the power back up and we can at least monitor the radios and see if anyone IS in our area that we should be worried about. Although at this point, I think we wait and let them take the fight to us. I’m not going to be the first one to try going back out there.”

“I completely endorse this plan. I love this plan,” a rather drug-blitzed captain responded from the pile of rice where he was still lying. 

“Go back to sleep, sir.”

Despite the pirates constantly cycling through as many available channels as possible, at first, they heard nothing. This was not a particularly good sign, and the crew began to get nervously restless. It was probably close to three in the morning when the radio finally sprung back to life in a startling burst of static.

“Hello, hello?!” a frantic voice came through. “Is there anyone out there? Anyone? PLEASE! Please answer us! Please, PLEASE!” the voice came through again, this time more urgent. “I can’t…” a burst of static took out the next part of the message- “they’re pounding at the door, please-“ There was more static, and then a long period of silence. 

“Should we try a different channel?” Dumptruck finally asked.

As Mad Dog reached out for the tuner, the voice burst back through again “OH GOD, THEY’RE EATING PEOPLE. THEY’RE EATING…” followed by the most horrific scream the pirates had ever heard, and they’d heard the screams of men dying at their hands before. Someone quickly reached out and turned the switch sharply to a channel with nothing but white static noise. As the radio hissed and crackled, the small group sat in dead silence. 

“Do… you think we tuned into a fictional show?” one finally asked hopefully.

After a long pause, someone else answered. “Maybe we should check the other channels.” 

Most of the channels remained static or dead silence. Over time, a couple started to be filled with weird gurgling, moaning sounds. Hoping to hear anything reassuring, they kept switching through the channels. They heard nothing further on the channel that had originally broadcast the plea for help. As the night stretched on into early morning, more and more pirates finally gave in to sleep. Eventually, even the last one gave up and passed into a fitful sleep. 

They were all jarred back to consciousness when a stern, powerful voice came through the radio. “This is Shere Khan of Khan Industries. All ships and planes within range of this broadcast, it is imperative for your survival that you listen to me. Following the explosion of an unknown object in the sky to the south, a plague has broken out in Cape Suzette. A portion of the population has turned rabid. Victims can be identified by white clouded eyes and drooling or snarling. All survivors, contact us on this frequency so we can attempt to identify you for emergency evacuation. All survivors, contact us on this frequency so we can attempt to identify you for emergency evacuation. Barricade yourselves into the safest place you can reach. Do not let anyone in, even if they were your friends. This is for your survival.”

As every other pirate on the ship was listening to Khan repeat his message, Karnage was slowly coming back around. The morphine had worn off enough that he could feel his arm again, but it wasn’t as bad as it had originally been. It was just mildly itchy and achy, the same kind of pain that came with overusing one’s muscles. The others didn’t notice the way he was violently rubbing his eyes and he awkwardly staggered to his feet. In the light that was coming in through the portholes, he caught a glimpse of himself in the glass reflection. For just a second or so he thought one of his eyes looked strangely white. A moment later, they were both back to their normal brownish black.

Of course, he also left this detail out of the story he was retelling to Baloo. He’d neglected to mention it to the other pirates as well.

“So… then what? Why did you go to Cape Suzette if you knew this was happening?” Baloo asked. 

“You are jumping ahead in my story. If you must know, no one else would go in to rescue Khan. Not even his own pilots.” Although now, looking back, Karnage wondered if any of Khan’s own pilots had survived. “The reward he was offering for someone to come save him… it was too much for us to resist. Do not look at me like that, we took a vote and the crew unanimously agreed to go in. It was… too much money…” Karnage shook his head. It seemed less like he was shaking his head no and more like he was trying to shake something off. 

“We were able to get the main motors running enough to give us power to get our planes out, but we don’t have enough engine power left to make it all the way back to the island. We were in the city today to find parts we need to finish the motors and provisions. We found you instead,” the dog pirate explained. 

“We did not know what we would find what we would find. Khan did not tell us that. He only told us that we could not land, so we flew in with nets on the promise of a most handsome payment for our services. He planned to return to sack the city once we had his payment, but... we did not know we would see what we would see.” He finished that part with emphasis and a shudder. 

A chill in his heart, Baloo was about to ask Karnage what he meant, when he realized the Iron Vulture had come into sight. On top, working on the motors, he could see Khan wearing a sleeveless shirt and shorts. Never in a million years was that something he imagined he would see. Standing right next to Khan, Baloo was ecstatic to see a friendly face. “Wild cat!” he shouted gleefully, waving vigorously at his friend. 


	3. The last of us

**Summary for the Chapter:**

> Khan takes charge of the survivors.

“Your wild of the cat friend has been helping us with the repairs,” Karnage explained. “He was with the ones we rescued.” 

“But… we doesn’t have any money. So you’ve been saving people without…” 

“Were you even listening to my magnificent voice? I would not leave my worst enemy to be eaten in the alive.”

At that moment, Baloo heard a very welcome voice screaming his name. As happy as he was to see Wild Cat, he nearly cried tears of joy when Kit popped out of one of the hatches and came running down to greet him. Kit jumped into his arms so forcefully that it shook the boat and threatened to dump them in the water. “Baloo! Baloo! You’re alive… you’re…. alive!”

Khan had come down to greet the boat as well, wiping oil off his paws. “Did you find anything useful, or just the bear?” he asked. Baloo glared at him in response. 

“The bear cut us short by attracting the hoard,” Karnage answered. “But yes, we found things,” he answered Khan shortly. This was another thing Baloo never thought he would see in a million years. Not only were Khan and Karnage cooperating, but it almost looked as if Khan were giving the orders… and Karnage was taking them. He could still feel tension in the air between them. Regardless of how cooperative he seemed, Karnage was clearly not happy about losing the dominant position to Khan. 

Baloo turned his attention back to Kit. “Hey, where are Becky and Molly?” Kit didn’t answer. He just seemed to grip onto Baloo tighter. Baloo could feel a tight lump forming in his throat. “Kit…”

“I don’t know,” he finally answered with a sniff. It only become obvious then that he was trying to avoid letting anyone see him cry. “When everything went crazy, she went back because she couldn’t leave Molly. I stayed with Wild Cat. We managed to get to Khan tower just before they sealed the entrances completely. But I didn’t… Baloo… they were... what the people were doing to each other...”

“These are all the non-rabid living we have managed to find,” Khan cut in. “And as much as it pains me to say this, I do have to think the pirates for the rescue mission. Although clearly, we missed some. Tell me, how did you survive this long?”

“I was… asleep…”

Khan raised an eyebrow. “Asleep?”

“Yes, I was asleep! I made a secret sleeping spot so I could get away from Becky to nap for a while. I never thought… never…”

“Ah, I suppose it makes sense that you could sleep for four days straight. Bears do hibernate, after all,” Khan shrugged. “And those monsters don’t seem to have very good sight, if any. They seem to be moving around entirely by sound, smell, and touch. It’s not surprising that they didn’t find you then.” Khan turned to Karnage. “What did you say they were called in your people’s myths? Zomb-eyes?”

Karnage tried to correct him to zombies, but it was coming out zomb-eyes through his accent. 

“This can’t… this can’t be happening… I must be dreaming…” Baloo said as he felt slightly dizzy. He thought he might fall off the slippery surface of the Vulture. 

“Can you imagine any other reason all of these people, including myself, would be voluntarily floating in the sea on the air pirates ship?”

After a long, long silence Baloo turned back around to the pirates unloading equipment off their speedboat. “When are you going back next?” he directly asked Karnage.

“If they managed to get enough supplies to restart the engines, we won’t be going back,” Khan answered.

“I’m not asking you, I’m asking him,” Baloo said angrily, then paused. “I have to go back. Becky and Molly could still be safe. 

“The chances of that are-“ Khan started.

“I WAS STILL ALIVE, right? So the chances that they’re still safe-“

“The chance is not worth the risk. We did not send the pirates back to look for survivors, we sent them to look for parts.”

“You did not send us anywhere, we went because we also want to get our plane working and get out of this nut bar,” Karnage added indignantly. 

“Are you telling me parts are worth looking for, but people’s lives aren’t?!” Baloo argued back, getting up in Khan’s face as much as his height would allow. 

“The parts will allow us to get this entire plane full of survivors moving. We can return to the pirate base where they have food and fuel stocks and make our next decision from there safely.”

“Assuming those that stayed on the island haven’t turned into cannibal monsters.”

“We have enough ammunition to take the few pirates that remained on the island out if necessary,” Khan answered coldly. “Everything is calculated.” 

“Everything is... calculated? How do you calculate people’s lives?!”

“I do not think you have quite yet grasped the direness of the situation. I had some of the most powerful radios ever built in my tower. Do you know what I heard? I heard nothing. The mainland has gone silent. All we were getting from Thembria is a repeat recording of a lone trumpet playing a funerary song. As far as we can determine at this moment, we might be the last unaffected people on the planet. At least if we go to the pirate’s island, we know how many afflicted we are potentially dealing with. Anywhere else, there could be thousands or millions of afflicted. They have provisions enough stored there to last until we can regroup and figure out our next move. This is what I mean by calculated. I will not risk any of the last of us for foolish errands.”

Baloo spun around. “You. Karnage, I can’t believe you’re just taking orders from… Karnage?” he asked. “Where did he go?”

“He walked away while I was talking,” Khan said. “Rather rude of him, but then, he’s heard this story before.” 

Baloo ended up sitting off to the side, Kit practically glued to his hip, while listening to the others shout and scramble around the motors in the background. Rachet and Wild Cat were both mystified as to why the motors had stopped working, but between them, the repairs were moving along at a quick pace. Eventually, as the sun set and the sky grew darker, everyone retreated inside. A small number of torches were set up, and even with the hatches all open, this made the interior uncomfortably smoky. Some of the other survivors had prepared a meal while the others had been working top side, and everyone sat around talking. Baloo was so busy pushing potatoes around on his plate, he didn’t hear Khan come up and sit down next to him. “Not hungry?” he asked.

“For the first time in my life,” he said, pushing his plate away. He looked down and realized that Kit, seated between himself and Wild Cat, had fallen asleep on his arm. “He hasn’t been able to sleep since we evacuated without you,” Wild Cat explained. With a smile, Baloo leaned down and rustled Kit’s hair.

“I’m going to back up to the top and get some air,” he said, slipping out from under Kit’s arm. “I’ll be back soon.”

As he emerged from the hatch, he took in a deep breath of the salted night air. It felt so calm. It would be a beautiful night, it not for circumstances. It took until his eyes adjusted to the dark for him to realize that he was not alone, however. Karnage was sitting on the far end of the vulture, near the tail, staring up at the sky. 

“Didn’t expect to find you up here,” Baloo said, flopping down next to him.

“Are we the friends now?” Karnage asked sarcastically.

“That’s what Khan just asked me. I didn’t see you down at dinner.”

“Not hungry,” he answered with a shrug.

“For once, I agree with you on something,” Baloo said. There was a long silence.

“My father taught me to navigate the stars,” Karnage finally said, breaking the silence. 

“Not much help without a working ship though, I suppose,” Baloo answered, unable to think of any other way to respond to the seemingly random comment.

“But I have a working ship,” he answered, pointing to the speed boat. “You misunderstood me, yes? I am saying I will take you back.”

“You will… okay, why are you offering to help me suddenly?” he asked suspiciously. “If you think I have any money, or if you’re lying because you plan to drop me in the middle of the ocean…”

“If I intended to kill you, I would not have saved you. This makes sense?”

“About the only sense you’ve ever made.”

Karnage made a sort of half-snickering laugh. “This is not for free though. I need you to do something for me.”

“I knew you were going to drop the other shoe”

“Who is dropping shoes? I am making a proposal to you.”

“It’s a- you know what, never mind. What do you want?”

“I cannot trust my pirates with this. They worship me as their leader too much to do me any harm.” Baloo tried very hard not to snort at that statement. “I cannot trust Khan either. I can trust you, because… you hate me, yes?”

Baloo was somewhat taken aback by his sudden bluntness. “I don’t… well… hate is… hate is a strong word. You certainly were a giant pain in my backside, that’s true…” he paused, as he felt Karnage pushing something into his hand. He looked down to see a pistol and jumped. “Whoa, hey, what do you think you are doing-“

“If one of those things bites me, if I start to turn into a monster, you kill me,” he said shortly, cutting Baloo off. “This is our agreement. I am prepared to die by the sword and the bullet, or the hangman’s noose. Not like that.” He shook his head violently. It was the same gesture he had made earlier in the boat. “Can you imagine me, the great Karnage, as a drooling zombie?! ... and you, if you start to turn into a monster? I kill you.” Baloo knew that wasn’t an empty promise. He’d demonstrated his willingness to attack the monsters quite readily earlier that day. Actually, Baloo might not be able to make the trip without someone like Karnage. He was certain that he couldn’t just take someone’s head off like that. 

This gave Baloo a slight pause. “If we... if we find Becky and Molly and they’re monsters...”

“Do you really need me to spell out my answer? If you do not agree to my conditions, you can find someone else to take you back. Do not think you can go alone either, I possess the boat keys.”

A few hours later: “Hey, Wild Cat?” Kit asked, finally awake again. “I can’t find Baloo.”

“He said he was going up to the top to get some air and he would be right back,” Wild Cat answered brightly.

“How long ago did he say that?”

Wild Cat looked at the wall clock. Which, at that moment, was a floor clock since it had been knocked down during the crash landing. “Oh, a couple of hours or so ago...”

“Come to think of it, I haven’t seen our boss in some time too, and he also went up to the top of the ship. He said dinner didn’t agree with him and he wasn’t feeling so good.”

“I’m going to check the ship for Baloo,” Kit replied in a strained, nervous tone.

About twenty minutes later, a panicked group woke Khan up. “We can’t find Karnage or Baloo. The speed boat is missing too. No one heard the motor, so they must have rowed it far enough out that we wouldn’t notice the sound before they left. We have other boats, should we send someone after them?”

Khan thought for a moment. “No,” he said finally. “They have made their decision. If they return alive, so be it. It not… so be it.” 

Khan decided now was not the appropriate time to tell the others, but he’d been surprised that someone who thought himself as highly positioned as Karnage would not only volunteer for a dangerous grunt mission, but would outright demand he be taken with. When Khan had tried to confront him with the question, he’d gotten a very strange look, and then Karnage had surprisingly asked Khan to take care of crew if he didn’t make it back. 

At the time, Khan had not been sure of his gut reaction to Karnage’s strange behavior, however, he was quickly starting to add things up. He had only seen Karnage try to eat twice in the past four days, and both times he had immediately excused himself. Wanting to know what he was up to, Khan had followed him, only to find him doubled over retching over the side of the ship. That, and his suspicious refusal to let any of Khan’s well-trained medics even so much as touch his arm... Well, now, Khan was certain. 


	4. Return to Cape Suzette

**Summary for the Chapter:**

> Baloo realizes he's in over his head, and the person he hates most is his only chance to save the ones he loves most.

“So, explain to me again why you’ve been using the speed boat instead of your planes?” Baloo asked. The sun was just starting to come up over the horizon, and he could see the cliffs of the cape staring to appear out of the darkness. 

“The monsters, they hunt by sound. Our engines attract them. We can turn off the boat engine once we get close enough and finish rowing in. We cannot fly in without our engines.”

“By ‘we’ you mean, you’re going to make ME do all the rowing again, don’t you?”

“A captain does not do his own rowing,” Karnage answered with a smug grin. 

“Okay then, if you’re the so-smart captain, what’s our plan once we get there?”

“Make no sound. Get to the most likely place to find your friend.” 

There was a long silence before Baloo spoke up again, mostly thinking out loud just to reassure himself. “Becky is too tough to let any monsters get to her. She’s got to be hiding somewhere. We’ll find them. I’ll find them. We can... we can even load the boat in the back of my plane and fly back, by the time the monsters hear the engines we’ll be long gone.”

“Your foolish optimism makes me sick.”

“No, I think that’s the smell doing that.” The wind had shifted, and the smells of burning and rotting were nauseatingly overwhelming. He noticed the closer they got, the more nervously Karnage seemed to be rubbing his bandaged arm. “Hey, you doing okay? You actually do look a little sick. Don’t tell me the great captain Karnage gets sea sick?”

“I am fine. I had a small accident, but it is nothing to worry your head over. I think we are close enough that we should kill the engines. And start keeping your noisy voice down. Remember they hunt the sound.”

They moved through the city at what seemed like a snail’s pace. They could only move as fast as Baloo could walk without getting winded, out of fear that his wheezing breath might draw the monster’s attention. People Baloo had known- not people he would call friends, but people he had seen in the street, people he had bumped into at the markets- were shambling around with empty eyes and drooling mouths. There were so many of them, it forced them to mostly weave through back alleys that were unfamiliar even to Baloo. What had once been so prized to people that they had tried to carry it with them in a desperate bid to escape now lay abandoned in the streets. Their only advantages in the situation were that they could see the monsters before the monsters could see them, and a particularly strong sea wind not only carried their scents away but muffled the sounds of their cautious steps.

What would have been an easy, short walk to Rebecca’s apartment complex on a normal day took them until well into the afternoon hours. Baloo’s unwillingness to eat the previous day had come back to him. He was starving, and even though he had managed to sneak some snacks into his pockets before leaving, he didn’t dare open them because he wasn’t sure how much sound he could make before drawing the monster's attention. It didn’t help that the further into the city they got, the thicker the mobs of monsters were. 

When they finally reached the tower, he discovered what was both his first real obstacle and his first real sign of hope simultaneously. The lower floor of the building had all the windows barricaded, and despite circling twice, Karnage reported in a whispered voice that he didn’t see an easy way in. 

“If they are in there, it is possible they are safe. We will need to climb.”

“Climb all the way up the building?”

“Sssssh, quiet, quiet. I saw open balcony doors on the third floor. We should only have to climb that high. Pray that is higher than monsters climb.” 

Baloo had not considered that being a pirate necessitated having an active lifestyle, especially when compared to a relatively sedentary cargo pilot. He was struggling to climb the barricades and vines that Karnage had gone up easily. Realizing that if he waited for Baloo to climb up on his own power he’d be waiting all day, Karnage decided to search for something that could be used as a rope or a ladder. There was a closed door to his left that he guessed lead to another room in the apartment, and another door straight ahead that had a peep hole and was likely the hallway exit. There were quite a few nice, valuable-looking items around the room that in any other circumstances he would have been more than ecstatic to help himself to. His quick evaluation of the items suggested he was dealing with a middle-class family on the smaller side. 

It was because his focus was distracted evaluating the monetary value of their possessions that he didn’t notice the doorknob had something thick and sticky on it. By the time it completely clicked in his brain, he’d already opened the door.

A rotted smell and wet crunching sounds escaped from the room. He immediately had his hand on his sword. The monster in the room, however, did not even seem to notice the interloper. He was hunched over a lump on the ground, grunting and continuing to make those endless squishy-sick crunching noises. While someone like Baloo would have had trouble recognizing the sound, Karnage could easily remember what breaking bones sounded like. There wasn’t enough light in the room to really tell, but he guessed it was what remained of the man’s wife. There was a pile of sheets on the floor on the other side of the bed from the monster. Since the monster hadn’t seemed to have noticed him yet and that was what he was looking for in the first place, he decided to take the sheets and retreat quietly. Unfortunately, even he wasn’t prepared to pull the sheets up and reveal what remained of the couple’s daughter. Even the hardened pirate was unprepared to see a toddler’s remains in such a state, and he involuntarily gagged loudly. 

The monster man swung his head up immediately, white eyes pointed up so it almost looked as though he were looking Karnage directly in the eyes. Karnage steeled himself, ready to swing as soon as the monster moved. To his surprise, the monster simply grunted and turned its attention back to its meal. After a few moments of confusion, he took one step back and decided to try something. “Hey!”

The monster swung its head up again. “You big sack of ugly meat, I am talking to you! Do not ignore the great Karnage!”

Once again, the monster shrugged and turned its back. 

His arm felt hot. He had noted earlier that the monsters did not attack one another. Did that include…? He also noticed that the room no longer smelled rotten. He could smell something he could only equate to a pot roast cooking. A really, really good pot roast cooking- and he was STARVING.

He quickly seized the sheets and ducked back out of the room, slamming the door behind it and throwing the weight of his body against it, as if that would have been enough to stop a monster from coming through. His legs felt like wet noodles. This heart was pounding in his chest, and he gripped at the fabric over his heart with one hand. My heart is still beating. I’m still alive. 

Outside, Baloo wasn’t sure if he should be frustrated or relieved by the difficult climb. He would have been more worried if the climb had been easy, as an easy climb was one the monsters likely could have made as well. Fortunately for his aching arms, Karnage returned with the rope he’d made out of tied together sheets.

“I... I think I need to stop and rest,” Baloo gasped, wiping the sweat from his brow. “There’s still several flights of stairs between us and Becky, and I’m pooped.” Speaking of pooped... “Hey, does this lead to the bathroom?” he asked, putting his hand on the nearest door. “I could really use a freshen up.”

Karnage bodily blocked him from opening the door. “You do not want to go in there.” 

Baloo shuddered. Way too loud he asked “Is… is there a monster in that? Can it…”

WHUMP! something slammed against the door, startling them both. Karnage released a string of swears, none of which were in a language Baloo understood, and moved away. “It heard us talking.”

“You should have warned me earlier!” Baloo shot back as he grabbed an overstuffed chair and shoved it in front of the door. It scrapped loudly across the floor as he did, making Karnage cringe. 

“Be quiet, do you want to bring every monster in the building here?”

WHUMP! The monster threw itself against the door again. “We’ve gotta go. Becky’s apartment is on a higher floor anyway.”

“You are panting like a dog; can you run now?”

“I don’t need a pirate telling me what I can and can’t do,” he answered angrily. The left quickly through the front door, fortunately not encountering any additional monsters in the hallway. When they reached the stairs, though, Karnage grabbed Baloo’s arm and pulled it back. 

“Let me go first.”

“What’s your deal?” Baloo angrily whispered, shaking his arm free. “Why are you suddenly acting like some kind of noble action hero?”

“I would not ask you to trust me on many things but this.”

Baloo finally stepped back. Karnage took a quick look, then immediately ducked back into the hallway while quietly and carefully pulling the door shut behind himself. “Our luck has run down.”

“Monsters in the stairwell?”

“Many.”

“The power is out so the elevator’s out of the question, and I’m not sure I could take another climbing exercise. That leaves us with only one choice. We need a distraction to get the monsters off the stairs. A noisy distraction. Any ideas, captain genius?” 

“I have some. We need to find another open apartment.”

Fortunately, the very last door they tried in the hallway swung open. The others had been locked, and they were starting to get concerned about their chances of finding one that was open. Also fortunately, as if luck had decided to at least throw them a bone, this apartment was abandoned. 

“So, what’s the bright idea?”

“Funny that you call it bright,” he said, taking the bag he’d been carrying off his back and setting it on the floor. Baloo had tried earlier to ask him what was in the bag, but all he’d been willing to say was ‘supplies.’ Therefore, an unprepared Baloo nearly jumped out his skin when Karnage pulled a grenade out of the bag.

“You’ve been walking around carrying explosives this entire time?!” Baloo asked as he recoiled from the weapon. 

“You say that like they go off on their own more than occasionally. It is not even a big bomb, it is a little bomb” he replied as he pulled the pin and made a toss as far away from the building as he could. 

“More than occasionally… You really are cr-“ Baloo stopped midway through the word.

“Go on…” Karnage said slowly, eyes narrowed.

“Sorry, I shouldn’t insult someone who is taking a risk to help me. Besides, I really have no right to be insulting anyone else’s mental state when I’m the one who asked you to follow me into monster central.”

The resulting explosion was considerably smaller than Baloo would have expected. It seemed to have had the desired impact though. He could hear monstrous screaming all around them. It wasn’t even that loud, but he covered his ears. The shrieks made him feel physically ill. He could hear the loud thumps of footsteps stomping above and around them. It was chilling to realize from the numerous noises exactly how surrounded they really were. He truly hadn’t thought this rescue thing through, and that was becoming more and more apparent with time. 

When the screaming faded, they cautiously left the apartment and checked the stairs a second time, grateful to find them cleared. For a moment, it seemed like smooth sailing ahead. That was, until Baloo realized he now had to climb those stairs. He had to stop three times to breathe before they made it up, mentally cursing Rebecca’s need for an apartment that so high in the building. By the time they reached Rebecca’s floor, he was so physically wasted that his mind was clicking properly. That was why he swung the landing door open without waiting for Karnage, who had fallen behind looking over the railing to make sure no monsters were following them up.

A rather large man, a bull or ox in species, stood directly in the door frame. He was dressed in blood-soaked long-sleeved pajamas. With a roar, he charged forward and grabbed Baloo by the throat, slamming him up against the wall. His brain was reeling with regrets as the air was choked out of his lungs.

-


	5. Karnage ships it

**Summary for the Chapter:**

> Baloo asks awkward questions. Karnage thinks about his legacy and notices things.

Suddenly he was dropped back to the ground, choking and gasping as he was able to breathe again. The ox-man staggered backwards, both his arms severed below the elbow. As the ox flailed around, he missed a stair, causing him to fall backwards over the railing. He landed headfirst on the next flight of stairs. There were several loud wet thumps and a lot of grunting as the ox rolled head over heels down the stairs, coming to a rest against a wall on a landing about three floors down. “I will be right back. Stay here.” Karnage ordered.

“Where are you going?”

“Khan said they cannot be killed unless you take the head.”

Not wanting to watch to hear what came next, Baloo crawled off the landing and rested his back against the hallway walls. When Karnage finally returned, Baloo spoke up. “How… how can you do it? How can you…? Doesn’t it BOTHER you?”

“Do you think this my... ah... first time fighting the bull?” he asked. 

“I think you mean ‘not my first rodeo.”

“Why would I go to a rodeo when the bull fighting ring is so much more exciting?” he asked, seeming genuinely confused. “You might not believe me, but I do only do the killing when it is necessary.” 

“Oh, really? When, exactly, outside of THIS situation, was killing people ‘necessary?”

“Do not start me. Unless you want to finish me,” he added threateningly before finally returning his sword to its place on his belt. 

Finally, exhausted and battered, they made it to Rebecca’s door. Baloo paused in front of it, unsure of what to do next. “Do you think I should try and see if it’s locked, or…?”

“Only if you are prepared for what you might see if it opens.” 

He continued to hesitate. “Do you have any paper?” he asked.

After watching Baloo slowly try to write a letter to Rebecca, letter at a letter like a school child, Karnage got frustrated and took the paper away and finished it himself. They slid it under the door. Then they waited. And they waited. And they waited. 

“Hey, can I ask you something?” Baloo finally whispered.

“If the question is how long will I wait, your answer is not much longer.”

“Nah, it’s not that. It’s just…” he rubbed the back of his neck. “Do you… have a family out there somewhere? In this mess?”

“When you are a pirate, your crew is family. But… I had a daughter. She lived with her mother’s parents in Guernica.” 

Baloo noticed his use of the past tense, and not knowing whether that was because of the current situation or something that had happened previously, the conversation had just taken an extreme turn for the uncomfortable. Baloo was not up to date on his world events enough to have grasped the significance of why Karnage had pointed out his family’s location. Baloo grateful that at that exact moment, the came back out from under the door. That gave him the perfect excuse to change the subject. 

He picked it up eagerly, and then realized it was written in cursive. Which meant he had to give to read. There was no longer any light coming in from the hallway windows, so they had to use a small flashlight to see it. This was Baloo’s contribution to the supplies, as he’d brought it tucked away in his shirt pocket. 

“She says she doesn’t believe you are Baloo, because Baloo does not have good handwriting,” he read. 

“At least now I can be sure it’s Becky in there writing. Do you think it’s safe enough for me to yell through the door?”

“I would not risk it.”

“Fine. Write what I say and push it back under the door.” Baloo grunted, crossing his arms. He wasn’t trying to look hostile. The air was starting to take on an unpleasant, wet chill. 

“Say please,” he responded in a sing-song whisper. 

It was a considerable amount of time later that Baloo finally heard a click from the other side of the door, and it creaked open just enough to reveal Rebecca’s face. “Ba… Baloo? It’s… really you!?”

“Ssssh, the monsters can hear us,” he said, putting his hands up in a “stop” gesture. Before he was ready or could further request she be quiet, Rebecca came barreling out of the door and leaped up into his arms, wrapping her arms around his neck.

“I can’t believe you came,” she whispered. “I can’t believe… I can’t… I had almost given up hope.” Her voice was shaking and he could tell she was holding back tears in order to keep up her brave facade. “I thought no one was coming to save us.”

“Ah, I love to see the faces of the young lovers,” Karnage said, and Baloo couldn’t tell if he was serious or snickering at them.

That broke Rebecca’s hold on Baloo as she jumped backwards. “What is he doing here?!”

“I know this is going to sound strange, but he’s been helping me rescue you. I couldn’t have made it this far without his help.”

Face completely blank, Rebecca stepped back and started to close the door in their faces. Baloo managed to get his foot in the door in time. “Becky!”

“Mommy?” Molly asked in a tiny voice. She was behind the couch with a strainer on her head like a helmet. She was holding a whisk tightly in her free hand like a sword. Her other hand clutched her doll tightly. 

Rebecca looked straight at the pirate. “Look, if you have been helping Baloo, I’m grateful. But I’m still not comfortable letting you into my apartment-“

“I do not need to enter your tiny stinking apartment. I will stay here and watch for the monsters.”

Rebecca seemed genuinely taken aback. “Oh… um… okay. Thank you?” she said as she ushered Baloo inside and shut the door behind them. She twisted the lock hard, as if that pitiful little piece of sliding metal could keep a monster from getting through. “That was… strange.”

“Everything is strange right now, and I’m worried that I’m getting used to it,” Baloo sighed. “You two are certainly a sight for sore eyes though. And sore arms, sore legs, sore back… I need to rest. It’s not like we can go anywhere tonight anyway, the monsters would have the upper hand in the dark. Tomorrow though, tomorrow we’ll pack up and we’ll get back to the Sea Duck and we’ll fly to safety.” He, Rebecca, and Molly were sitting on the floor of her living room around his small flashlight. All of Rebecca’s lights had long ago run out of battery. 

“There’s a safe place?”

“That’s… well, maybe safe is the wrong word for it, but there’s a place without monsters.”

“Do you think we can make it all the way to the docks?”

“Karnage and I made it all the way here.”

“Yes, but you were two adult men not trying to carry a small child with you.”

He hadn’t thought about that. He sighed. Not only were they going to have to get Molly the entire way back to the docks, they were going to have to do so without her making any noises that could attract monsters. A tall order for a small toddler. 

“Which brings me to my next point,” Rebecca said. “Why is he helping you? Isn’t that _suspicious?_ ” she asked, her voice clearly demanding an answer.

“He’s been acting strange the entire time I’ve been around him since this whole mess started, but I don’t know that that means anything. If you had asked me a week ago how I thought I’d act at the literal end of the world, I wouldn’t have had an answer. Maybe he’s regretting his actions now that we’re all facing the prospect of meeting our maker sooner than we planned and he’s trying to get some drops in the good karma bucket before the end.” 

“As in, there’s a good possibility I am actually going to die, so I’d better make right with my religion because suddenly hell seems very real? I guess I could see that.” 

Outside, alone in the completely black hallway, Karnage had far less altruistic reasons for agreeing to stay out that night. As soon as he saw the little girl emerge from behind the couch, he’d felt the worst stabbing pains of hunger he’d ever experienced in his life. This included the time he’d managed to accidentally maroon himself on an island with only a single coconut tree for two weeks. (The other pirates were absolutely forbidden from ever mentioning that incident, with punishment being an immediate two weeks in the bridge with no ifs, ands, or buts.) The child had just been too delicious smelling, too tempting… he had wanted so badly to make like the big bad wolf in the old children’s fairy tales and gobble her up. But… that wasn’t how he wanted to be remembered. That wasn’t his legacy. He was the great pirate Karnage, the feared dread pirate Karnage. The survivors would be telling tales of his exploits to their children and their children’s children. The story of the greatest pirate can’t end in ‘he became a mindless drooling monster and ate a small child alive.’ He demanded a more dramatic ending for his story. He deserved a better ending for his story. Most of all, he didn’t want his crew to see him end like that. How could his soul ever rest knowing the last image his loyal pirates had of him in their heads was of him as a cannibalistic half-dead creature? That was what it all came down to, wasn’t it? He didn’t want them to see him die pitifully. He was Don Karnage, and his legacy was not going to die in the dark. The burning pain in his arm reminded him that even though he didn’t know how limited his time was, he didn’t have long. However long it was, it had to be long enough to make a flame in the memory of the world. 

He supposed Baloo might be disappointed that he’d only agreed to help with the rescue to solidify his own legacy and to preserve the image he wanted others to keep of him as a memory. Baloo was the sort who would charge in headfirst if he so much as thought someone was in trouble, without regards to his own personal safety. Baloo was also the sort not to notice the way he and his friend Rebecca clearly felt about one another, from the way they’d held enough other so tightly on reunion. Try to drop a few hints though and get yelled at. He didn’t think that was very fair. 

Despite promising to stand guard through the night, he didn’t manage to stay awake much longer than the occupants inside the apartment. Slumped against the door, he dreamed fitful nightmares. 


	6. Like you didn't see this coming

**Summary for the Chapter:**

> Rebecca has a big idea.

YOUR REGULAR ZOMBIE FIC WILL RESUME AFTER THIS POST

After finding a male version of How Far I’ll Go on youtube, I realized you could turn the song in a villain song by giving it to Don Karnage.   
  
“To the place I know, where I cannot go, where I long to be. See the line where the sky meets the sea? It calls me… (break)… And it seems like it’s calling out to me, so come find me. And let me know, what’s beyond that line, will I cross that line?” Could be easily re-interpreted to wanting to go to Cape Suzette :P 

“One day I’ll know, if I go there’s just no telling how far I’ll go.” could also refer to “going too far” in a villainous sense. 

“I can lead with pride, I can make us strong.” would also be a sentiment that works with both characters. Both characters also happen to live on an island.   
  
I mean, it works other than the line about being the perfect daughter BLOL   
  
Oh course now that I’ve put that image in your head you can’t un-imagine it. 

Might be time to do some cosplay kareoke next time I’m at a con :P 

OKAY, back to your regularly scheduled zombies.

-

“Now, Molly, listen carefully to me. This is very important. You must be brave and strong for mommy, and not make any sounds. No matter what you see, no matter how scary things get, not one noise. Brave and strong, just like Danger Woman.”

“Brave and strong, just like Danger Woman,” Molly repeated. 

They had loaded as much food as they dared to carry into bags and were as geared up and prepared to go out as anyone could be when preparing to sneak into a mob of monsters. Baloo cracked open the door slightly. “Karnage? You out there? You- hey, what happened to your eye?” he asked.

Karnage had a bandage tightly wrapped around his head, covering his left eye. It appeared to be made from cloth torn from the leg of his pants. “I… fell asleep and cut myself on my sword. Okay? No joking or I will leave without you,” he huffed.

“Oh, I would never joke about something so tragic…” Baloo said, before ducking back into Rebecca’s apartment. Behind the closed door, he had to let out a long serious of giggles and snickers before he finally regained enough composure to open the door again. “Sorry about that, just making some last-minute preparations. Are you going to be okay swinging that sword without any depth perception?”

“Staying out of my way is a you problem, not a me problem.” 

“Fine. Say, do you want anything to eat? There’s not much left, but-”

“I brought my own food because I came prepared,” he snapped cagily. 

“Okay, you don’t have to get mad. If you’re ready to go, here’s the plan. Speak up if you have any problems with it. Since the first and second floors are barricaded, all of the monsters are hopefully trapped down there. We need to get back to the third floor and climb down. You go down first because you’ve got the weapon. Rebecca will follow you with Molly. I’ll guard the rear. When we get back to the docks, I’ll take Molly and Rebecca with me in the Sea Duck and you take the speedboat. I’ll fly in wide circles so I can follow you back to the rest to the survivors.” 

The creaking of the stairway door was cringe-inducingly loud in the silence of the building. Everything was going reasonably smoothly, until they reached what was left of the previous day’s obstacle. “Molly, get behind me and hold onto my shirt. Only look at me, okay baby? Just look at mommy,” she whispered. To Baloo, she asked, “How do we get past him? He’s blocking the entire landing...” her voice trailed off because Karnage had just walked across the guy like he was a rug. “Doesn’t he have any shame?” she whispered.

“I think that’s a pirate thing,” Baloo answered.

They had just maneuvered their way down with the minimal amount of stepping on the body necessary. They had gone down another half flight of stairs when Rebecca signaled everyone to stop in a harsh whisper. “Wait, wait! Before we go any further, I have an idea. We know the monsters hunt by sound and smell, right?”

“Yes, so?” Karnage asked.

“So... what if we smelled like monsters?”

“Becky, you’re not really suggesting that we...”

“Just take his clothing. That might be enough to mask our scent. I saw it in a Starrywood movie, where they snuck past a bunch of vampire guards by covering themselves in grave dirt so the vampires couldn’t smell them.”

“Are you sure you want to put our lives in the hands of a movie plot?” Baloo asked incredulously.

“If it works, we can take a more direct route to the docks.”

“How will we test it? If it doesn’t work, we’re monster sandwiches.” 

“We can test it on the third-floor monster. If it doesn’t work, Karnage kills it. If it works, we slip on through without it even noticing us.” 

“Thank you for asking if I wanted to be involved in your plan before deciding. But… stealing the clothes off the back of a dead man? You are more devious than I estimated."

“You have a problem with it?” Rebecca directly asked Karnage. 

“You do not hear me objecting,” he shrugged. 

Everyone ended up with either half a shirt or one leg of pants. When they reached the third-floor landing, Rebecca paused and took a few deep breaths. “You ready to see if your idea holds water?” Baloo asked.

“As ready as I’ll ever be.”

They entered the floor slowly, moving single file, closer to one another than they would have liked to be. They had been planning on releasing the monster from his apartment on a signal, but immediately had to abandon that plan when they found the door was open and the man was sitting directly in the entry, swinging his head back and forth as if he were actually looking for something with those clouded eyes. Slowly, so slowly, they edged past the monster, pressing themselves against the far as wall as much as they could. It paid no attention, just continuing to swing its head. It was making a weird high-pitched noise that rose and fell with every swing of its head. Baloo noticed that it almost sounded like the monster was... singing?

They encountered another white-eyed woman sitting on the ground, laughing as though she had just heard the best joke ever. Similar to the man, she paid no attention to the line as they carefully snaked past her, trying to hold back every breath as though the slightest huff would be enough to send her into a hunger rage. 

Once they were safely behind the door to the apartment with the open balcony, Rebecca pumped her fist repeatedly in the air and practically twirled around. “I told you my idea would work!” she whispered excitedly. 

Getting back down their makeshift ladder was easier than going up it. It was fortunately that Baloo went last, because the rope broke when he was still ten feet above the ground. The immediate worry was that the noise had attracted monsters, but it hadn’t, so the next concern was whether Baloo had been injured in the fall. Fortunately, he had landed on his soft butt, so only his pride was wounded. 

They walked cautiously through the streets, surrounded by monsters. Karnage didn’t take his hand off his sword. Baloo and Rebecca barely breathed. Molly did as her mother requested and held tight, not looking anywhere except at her mother’s back. The monsters were all aimlessly milling around. Many were staring at the sky. Others were singing odd noises. One was walking repeatedly into a wall. Another was smashing rotting vegetables left out in the sun. 

Despite how brave Molly was, she was still a small child. The limitation of how far she could go in one stretch was even shorter than Baloo’s, and their progress was painfully slow despite being able to take a relatively straight forward path through the monsters. If they tried to move faster than a walk the monsters started raising their heads and looking around, so it wasn’t as if they dared to move any faster than at a snail’s pace.

While Rebecca and Molly hid behind a collection of trash cans in an alley so that Molly could rest, Baloo joined Karnage keeping watch where the alley met the main street. “You know… I wouldn’t have made it this far on my own. So… um… thank you. There’s that. Thank you,” he whispered.

At first, he thought Karnage was ignoring him, but as he turned away, the pirate finally spoke back to him. “When you do not know which day you will find the hanging rope around your neck, you forget how to fear death.”

“So then why do you do it? Why constantly stare at your own death?”

“I would rather live free and die a prisoner than live a prisoner and have to die to be free.” 

“Don’t give me that, look at how free I am, and I’m not a criminal.”

“Are you really?” he asked and gave a very sharp look in Rebecca’s direction. Internally Baloo wanted to pick Karnage up by the collar and slam him against the wall for making such a rude comment in Rebecca’s direction, but he couldn’t risk losing Karnage’s help. By that time, Rebecca was standing back up, and she and Molly were walking towards them. Before Karnage drew backwards to step away from them, he very quietly said. “You asked about my family. My daughter’s mother was another man’s wife.” 

As they walked in silence, Baloo puzzled over why Karnage would suddenly volunteer that information. Did it mean something? Or did he just want to get something off his chest? To confess his sins to someone? Anyone? Baloo didn’t have long to think about it though. The sound of plane engines overhead drew their attention upward. The skies were just cloudy enough to block their view of what was overhead. Baloo tugged on Rebecca and Karnage’s sleeves and gestured with a thumb jerk to a nearby alley. They followed him.

“Karnage, please tell me those engines aren’t what I think they are,” Baloo whispered.

“My most excellent hearing says they are bombers. Yours?” 

“Okay, plus side. This means someone else survived. On the negative side, there’s a possibility that we’re about to get creamed,” Baloo said. “If the bombs start coming our only option is to hope they distract the monsters enough for us to run for it without being noticed.”

“And hope they don’t bomb the docks, because if we lose the boat and the planes we’re stuck here,” Rebecca whispered. 

Before there could be any further conversation, the sound of a series of explosions ripped through the air. “That’s our cue to skedaddle,” Baloo shouted, and the group took off running. Once again Karnage was significantly faster than the others, as he was unhampered by either his weight or by trying to pull a small child along. This had its disadvantages. When another line of planes appeared out of the overhead clouds, they opened machine gun fire directly in front of the group, so close that if he had stopped even a second later or had been running even slightly faster, he would have taken a torso full of bullets. “My wonderfully brilliant mind tells me it may be time for a strategic withdrawal!” Karnage shouted as they scattered.

“In here, in here!” Baloo shouted, jumping into the back of an abandoned delivery truck. He was quickly joined by the others, although they could still hear the bullets pinging off the buildings and around them. 

“Why are they shooting at us?” Rebecca asked, desperately clinging to Molly. “Can’t they tell we’re alive?”

“Now you see how much I hate it when you shooted at me!” Karnage gasped. A bullet ripped through the roof and came dangerously close to hitting his leg. 

“They might be trying to hit us, if they think we’re infected,” Baloo said. 

“Then we should make like the banana split and draw their fire in different directions.”

“I can’t believe I’m agreeing with him, but Karnage is right,” Rebecca said. “He’s the fastest but he doesn’t know his way around the city so he should keep going down the main street. I’ll take Molly around the market street route since it has the most ground cover. Baloo, you take the low street route because it’s the most downhill.” 

“Are you… are you sure this is a good idea, Becky?”

“It’s not, it’s a terrible idea. But it’s our only idea between monsters trying to eat us and planes trying to shoot us.” 

“I hid keys and a map under the front seat of the boat. Women and children should go first if they beat us to the docks,” Karnage said. “Not that I expect you to be able to run faster than my fabulous self, but…”

“That’s surprisingly… chivalrous of you,” Baloo said. 

“Are you implying that I am not always a gentleman?” Baloo ignored him. 

“On the count of three, we run. One…. Two…” Rebecca started to count. 

Another burst of fire came around the truck and they all jumped out without Rebecca having to finish her count. Karnage could hear that the plane had decided to come after him. It was coming in lower, which is what he wanted. He was holding one of his remaining grenades in his hand. As he ran past a bewildered monster, he pulled the pin and shoved the grenade into the monster’s hand. “Merry Christmas enjoy your present!” he shouted.

The monster looked down at the object in its hand in confusion in the few moments before it exploded, throwing guts and dirt upwards. The plane was forced to bank away sharply to avoid being hit with monster guts, forcing the pilot to take his eyes off his prize for a moment. By the time he looked back, Karnage had ducked into a side alley. In frustration the plane made several more passes before heading off into the distance.

He had lost the bandage over his white eye in the scramble, and the bandages on his arm were rapidly coming undone to show the horrific black holes forming in the skin of his arm. He had one grenade left in his bag. He was going to have to pick the right moment to make it count.


	7. And then there were two

**Summary for the Chapter:**

> How many will make it out alive?

Baloo wandered through the side streets, keeping his ears open for the sign of returning bombers or fighters. He could hear the fighter that had been buzzing them disappearing into the distance. He wasn’t sure if that was good because they had lost the fighter, or bad because it meant the fighter had reached its objective of eliminating one of them.

In the distance, Rebecca could see that the planes had bombed her former apartment building, which was now a column of fire reaching up into the sky. If Baloo had arrived any later…

“Mommy” Molly sniffled

“Ssssh, sssshe, we can’t make any noise,” she whispered.

“But I’m scared.”

“I’m scared too, baby. I’m scared too.”

Karnage, meanwhile, had noticed something disturbing. When he stood up, he felt a sharp pain in his leg. Looking down, he realized he had been struck by the fighter pilot at least three times in the leg. What was coming out the holes in his leg was a clotted, coagulated, thick brown liquid. It was the blood of a dead man, not a living man. It was so absurd that he just started to laugh.

The overhead buzzing of the engines had upset and scrambled the monsters. They were now out in force in the streets, staggering in circles as they watched the sky. Karnage walked easily between them, completely ignored even though he had lost the piece of the dead ox’s pajamas in the scramble. 

“Help me,” a woman’s voice whimpered, and he turned his head sharply expecting to see another survivor. Instead, he saw a white-eyed monster woman sitting on the curb. “Help me,” she whimpered, and he realized the sounds she was making were the sounds of singing the other monsters had been making. Except now… he could understand her. “Help me, it hurts, it hurts.”

He could hear the other monsters too. In their growls and grunts, they were all pleading for help. Repeating that it hurt. His good hand tightened around the grip of his sword, then loosened and dropped by his side. He refused to let this be his fate. He was going to choose his own road until the bitter end. 

Baloo found the way he was supposed to take blocked by bombing rubble, so he was forced to turn around and head back towards the main corridor. As he approached, he could hear a strange sound. When he got closer, he realized someone was *singing* along with the repetitive clang-clang-clang sound of metal striking loudly against metal. 

When Baloo finally reached part of the alley where he could see out onto the main street, he froze at the unexpected site. Karnage was standing on top of a pile of boxes, hitting the back of his sword repeatedly against a flagpole. It was making that metallic clanging sound. The monsters in the area were clearly responding to the sound, as a mob of them had gathered the bottom of the boxes. He was singing so very quietly and in another language. Even through the language barrier, Baloo could feel the kind of mourning that comes only with the death of someone who has lived their whole lives on the sea. 

What in hell is he doing? Baloo wondered. He crept slightly forward, and it was only then that his eyes focused enough between the light of the main street and the darkness of the alley he was hiding in to see the black marks all over Karnage’s exposed fur, the places where his skin was missing and black blood ran out, and that whiteness had clouded over his left eye. Baloo froze in place, remembering their earlier conversation. If I start turning into a monster… how long has he been? How long has he known? How long has he been walking next to us, acting like everything was perfectly normal, when he could have turned on them at any time? 

“Listen up, fives, a ten is speaking!” he called. “You should be honored to be in the presence of the great Don Karnage. Very few have had this honor, and even fewer have lived to tell the tale of it!” The monsters responded by just continuing to mill about, grunting and drooling. “Not that you idiots realize what a pleasure I am giving you,” he continued. “I have heard your pleas and I have decided, in the infinite mercy of Don Karnage, to grant your wishes. However, Don Karnage does not grant wishes for free. So, in return… when you get to hell, you will tell the devil that Don Karnage sent you,” he shouted, and at that moment, Baloo realized he was holding the last grenade in his hand. The pin was gone.

Baloo scrambled backwards just in time that he didn’t see what happened next, but he heard and felt it. The explosion shook the walls around him. He sat in the alley, hyperventilating, for at least five if not twenty minutes after that before he dared to pick himself and peek out into the street. 

There was a charred mess where the flagpole had been, and nothing more. He realized that any monsters that hadn’t come for the metal sound would be coming for the explosion, and he had to hurry. As he stepped out into the street, his foot landed on something metal. When he looked down, his foot was on the twisted remains of Karnage’s sword, as if it wanted him to find it.

He picked it up. There was still enough of an edge if he needed it, he could use it. Assuming he could bring himself to use it that way… but… more than that, he felt obligated to bring something back to the pirate crew. He still had the pistol with the single bullet in it in his pocket, and for the first time in his life, he felt bad about not being able to keep a promise to a pirate.

It was the greatest feeling in the world to see Rebecca and Molly waiting on the boardwalk, which was clear of monsters. They must have all run inland at the noise of the plane engines. The moment the three saw each other, they ran and gripped tightly to one another in the most literal bear hug in the history of bear hugs. 

“Becky, Molly, you’re safe, you’re safe, you’re safe,” he repeated.

“Baloo…” she looked down at then twisted metal in Baloo’s hand. “Oh no. Is that?”

“Don’t feel too bad for old Karny,” Baloo tried to joke. “He’s probably yakking the devil’s ear off right now about his kill count. Come on, let’s go.”

They were so close. Yet, when they discovered the Sea Duck engines would not start… so far. 

“No, no, no…” Baloo muttered in frustration. The stress was too much, and he was on the verge of tears.

Rebecca put a gentle hand on his shoulder. “We have to take the boat.”

“No, you don’t understand! This is my baby. This is my everything. My freedom! I can’t… just…”

“Is a plane worth never seeing Kit again?” Rebecca asked. “Dying here alone being eaten by monsters or killed by mainland bombers?”

His hands left the controls as he slumped backwards. She had him. 

They left the plane and walked to the boat, finding the map and the keys exactly where Karnage had said he left them. Apparently, pirates were occasionally able to tell the truth. As they floated away from the dock, Rebecca put her hand on the engine.

“Wait,” Baloo said. “Not… not yet. I just want to look at it for a few more minutes.”

“Baloo…” Rebecca said softly.

Suddenly, there was a massive splash of water and a growl, as a monster burst out from beneath the dark colored waves at the back of the boat.

“BECKY NO!” Baloo screamed, but it was too late. The monster had its hands on her arm, and it bit down hard on her wrist. “BECKY!” His body seemed to move on its own as he pulled Karnage’s pistol from his pocket and took one wild shot that, by some grace of God or luck, managed to hit the monster square between the eyes. It fell back into the water, leaving a bleeding Rebecca behind.

“Mommy!” Molly screamed.

Rebecca clamped her good hand over her wound, flinching. “No, no, no, no, no. Not after all of this, not after everything we’ve been through! This can’t be happening now!” Baloo sobbed.

Rebecca, however, was amazingly calm. She turned to her daughter. “Pumpkin, Baloo and Kit are going to take good care of you, okay? I want you to listen to Baloo like you listen to mommy. Be a good girl.”

“Becky, no, we’ll get to Khan’s medics! There has to be a cure! There has to be!” 

She looked Baloo directly in the eyes with a soft expression. “Sorry I didn’t tell you this more often… but you really were my best friend,” she said. With that, she fell backwards, splashing into the cold water behind them. As she fell, she pulled the engine rip cord, and it roared to life.

Baloo was about to jump in after her when he heard Molly screaming, and it broke him out of his trance. He grabbed her and held her tight. “Oh, button nose, I’m so sorry. I’m so sorry. This is all my fault. If I hadn’t been asleep, I could have saved your mom earlier. This is all my fault. If I could take it all back, I’d never try to nap on the job again!”

“I’ll never try to nap on the job again!” Baloo screamed as he jolted awake. He was shocked to see the inside of a hospital room and find himself lying in a hospital bed. Rebecca was sitting in the room, reading a women’s fashion magazine. When she saw that he was awake, she calmly closed the magazine and returned it to the purse.

“Well, look who is finally awake,” she said.

“Be-becky? Where am I?”

“You’ve been in the hospital for four days after you nearly drowned yourself trying to sleep under the docks. What were you thinking?! Did you forget high tide was a thing?” Rebecca demanded angrily. 

“You have no idea how happy I am right now to hear you yelling at me,” he said, settling back in the bed. “I could kiss you. I could kiss Khan. Hell, I could even kiss Karny right now!” 

A nurse, hearing the commotion, entered the room. “Is everything all right in here?” she asked.

“I think he’s delusional from the painkillers,” Rebecca answered dryly.

Meanwhile, back at Pirate Island, Don Karnage spontaneously sneezed. “Hey boss, you know they say that if you sneeze for no reason, it means someone is talking about you,” Mad Dog said.

“Then I would be sneezing all the time because the world is always talking about Don Karnage!” he answered.

“You know, boss, I had the weirdest dream last night. I dreamed that we had to team up with Khan and Baloo because it was the end of the world and…”

“You must still be dreaming if you think I care about your dreams,” Karnage interrupted. “Team up with that oaf? What a silly nonsense.”

“But it felt so real,” Mad Dog argued.

“My boot on your face will feel real if you don’t stop talking about your stupid dream.” 

~Fin~


End file.
